We represent clients in all aspects of business transactions in virtually every sector of the economy. We work with clients at all stages of development, from newly-formed and growing businesses to large, established private and public companies. Our clients operate in a variety of industries, including health care, construction, manufacturing, distribution, construction materials and aggregates, publishing, banking and financial services, software and hardware, biotechnology, recycling, steel, and venture capital and private equity. We are experienced in public and private M&A transactions, business entity formation, business planning, public and private securities offerings, debt and equity financing, corporate governance, securities compliance and reporting, tender offers, and proxy contests. Using client teams, we work closely with other practice groups in the firm, including attorneys from our tax, employee benefits, intellectual property, real estate, and environmental groups to ensure that our clients receive practical and cost-effective legal advice.
Mergers and Acquisitions
Our experienced M&A attorneys regularly represent publicly-traded and privately-held buyers and sellers in all aspects of M&A transactions, including negotiation of mergers, stock and asset purchases, divestitures, spin-offs, exchange offers, tender offers, proxy contests, management buyouts, and other going-private transactions. Our attorneys regularly work on transactions for companies with operations, subsidiaries, or offices based outside of the United States. We have represented clients in multiple contested acquisition and divestiture transactions.
Securities Transactions and Compliance
Our securities practice serves a diverse group of companies operating in a broad range of industries. We have represented both issuers and underwriters in connection with public and private offerings of equity and debt securities, including IPOs, secondary public offerings, and private placements. Our attorneys serve as counsel to a number of companies whose securities are publicly traded on the New York Stock Exchange, the American Stock Exchange, and NASDAQ. We counsel these clients regarding their SEC compliance and filings, as well as the implementation of shareholders’ rights plans and other defensive strategies.
We regularly advise clients on the design and implementation of executive compensation and employee benefit plans involving the issuance of registered securities. We have also served as counsel in takeovers and proxy contests, including representing hostile bidders. Our attorneys also provide counsel on M&A transactions where registered securities are issued, as well as in connection with going-private transactions.
Corporate Governance
We regularly counsel companies, boards, directors and committees on matters of corporate governance, including:
- Disclosure issues (Section 16 reporting, real-time disclosure, regulation FD, disclosure controls and procedures, CEO and CFO certification of disclosures).
- Board composition, qualifications, and independence.
- Audit committees for Sarbanes-Oxley and exchange-related issues.
- Accounting and auditing issues (auditor independence, internal control over financial reporting, Public Company Accounting Oversight Board regulations).
- Listing standards for each of the national securities exchanges and national securities associations.
- Benefits issues (loans to officers and directors, blackout periods for pension plans, executive compensation, equity compensation plans).
Our lawyers advise clients regarding the preparation of corporate governance guidelines, codes of ethics, disclosure controls and procedures, board committee charters, and insider trading programs. We perform comprehensive corporate governance compliance audits to identify areas in which controls and procedures should be enhanced, and also conduct internal investigations. Our attorneys regularly counsel clients in responding to regulatory enforcement proceedings and securities litigation.
We represent boards of directors and independent board committees, especially audit committees, in areas including fiduciary duties; liability issues; and committee membership standards, duties, and responsibilities. Our attorneys advise independent directors in the area of affiliate transactions, business judgment, and directors’ oversight. We also counsel publicly-held companies, boards of directors, management, and stockholders on their compliance and disclosure responsibilities, including periodic reporting and proxy statements.
Corporate Counsel and Business Planning
Our attorneys regularly serve as outside general counsel for clients without in-house counsel, or that choose to complement existing in-house counsel with our resources and experience. We advise clients on day-to-day issues such as the formation and management of joint ventures, contracts, leases, employment agreements and independent contractor relationships, corporate structure and reorganization, ownership transition, and general business development.
We also counsel clients regarding the implementation of business and tax strategies. Our practice includes business entity formation; drafting and negotiating buy-sell, partnership, and operating agreements; and developing equity-based compensation plans. We assist companies in their efforts to raise equity capital, obtain debt financing, and protect their intellectual property rights.